REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 8th, 2020 • PTK Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and among PTK Acquisitions Corp., a Delaware corporation (the “Company”), and PTK Holdings LLC, a Delaware limited liability company (the “Sponsor”) (the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 8th, 2020 • PTK Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May [•], 2020 by and between PTK Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PTK Acquisition CorpPTK Acquisition Corp. • June 8th, 2020 • Blank checks • Delaware
We are pleased to accept the offer PTK Holdings LLC (the “Subscriber” or “you”) has made to purchase 2,875,000 shares (“Founder Shares”) of the common stock, $.0001 par value per share (“Common Stock”), of PTK Acquisition Corp., a Delaware corporation (the “Company”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 8th, 2020 • PTK Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March [], 2020 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and among PTK Acquisitions Corp., a Delaware corporation (the “Company”), and PTK Holdings LLC, a Delaware limited liability company (the “Purchaser”).
SECOND AMENDMENT TO PROMISSORY NOTEPromissory Note • June 8th, 2020 • PTK Acquisition Corp. • Blank checks • New York
This SECOND AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is entered into as of May [•], 2020, by and between PTK Acquisition Corp, a Delaware corporation (the “Maker”) and PTK Holdings, LLC, a Delaware limited liability company (the “Payee”). All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Note (as defined below).
